Nominating Committee Charter
The Nominating Committee (the "Committee") shall be appointed by the Board of Directors (the "Board") of HyperSpace Communications, Inc. (the "Company"). The primary function of the Committee is to (i) identify individuals qualified to become members of the Board, and (ii) approve and recommend to the Board director candidates. The Committee shall have all authority necessary to fulfill the duties and responsibilities assigned to the Committee in this Charter or otherwise assigned to it by the Board.
Composition and Delegation
The Committee shall be comprised of all of the independent directors. Each member of the Committee shall meet the independence standards required by the Board and applicable laws, regulations and listing requirements, unless otherwise provided by the Board or applicable laws, regulations or listing requirements. The members of the Committee shall be appointed annually by the Board at its annual meeting or as otherwise necessary to fill vacancies. The Board shall designate one of the Committee members as Chairperson. The Board may remove any member from the Committee at any time with or without cause. The Committee, when appropriate, may form and delegate authority to subcommittees and may, to the extent permitted by applicable laws, regulations and listing requirements, delegate authority to one or more designated members of the Committee, the Board or Company officers.
The Committee shall have the authority to retain and terminate any search firm that is used to identify director candidates and the authority to approve fees and other retention terms. As the Committee deems appropriate, it may also retain independent counsel and other consultants to assist the Committee without seeking further Board approval with respect to the selection, fees or retention terms for any such advisers.
Duties and Responsibilities
The Committee shall:
· Review, approve and recommend for Board consideration director candidates based on the Director Selection Guidelines outlined in Exhibit A to this Charter, and advise the Board with regard to nomination or election of director candidates.
· Periodically review, approve and recommend to the Board appropriate revisions to the Director Selection Guidelines outlined in Exhibit A to this Charter.
· Determine procedures for the review, approval and recommendation of director candidates, as appropriate
Board and Board Performance
· Periodically review and recommend to the Board the appropriate size of the Board.
· Periodically review appropriateness of any restrictions on Board service, such as term limits and retirement policy.
· Establish, coordinate and review with the Chairperson of the Board the criteria and method for evaluating the effectiveness of the Board, as applicable.
Management Selection and Development
· Determine procedures for selection of the Chief Executive Officer ("CEO") and other executive officers.
· Develop guidelines for and monitor compliance with long-range succession planning.
· Develop and maintain in consultation with the Board and the CEO a short-term succession plan for unexpected situations affecting the CEO and senior management.
Board Committee Matters
· Recommend to the Board, as appropriate, number, type, functions, structure and independence of committees.
· Annually recommend to the Board director membership on Board committees and advise the Board and/or committees with regard to selection of the Chairs of committees.
· Establish and coordinate with applicable committee Chairperson criteria and method for evaluating the effectiveness of the committees, as applicable.
In accordance with the applicable provisions of the Company's bylaws, as amended from time to time, the Committee shall meet at such times and places, and with such persons present, as the members deem advisable, and shall make such recommendations to the Board as the Committee considers appropriate.
Minutes of each meeting shall be prepared by the Committee Chairperson or by his/her designee and sen tto the Committee members. Following an initial review by the Committee members, the Committee will provide the minutes to the Board. The Secretary of the Company shall archive the approved minutes. The Committee will also report to the Board on any significant matters arising from the Committee's work.
The Committee shall review and reassess this Charter at least annually and, if appropriate, propose changes to the Board.
The Committee shall obtain or perform an annual evaluation of the Committee's performance and make applicable recommendations for improvement.
DIRECTOR SELECTION GUIDELINES
The Charter of the Nominating Committee (the "Committee") of the Board requires the Committee to develop and periodically review and recommend to the Board appropriate revisions to these Director Selection Guidelines. The following guidelines have been adopted by the Board upon the recommendation of the Committee.
When considering potential director candidates for nomination or election, directors should consider the following characteristics (provided that all of such characteristics shall not be deemed to be a prerequisite for potential director candidates), among others, of each director candidate:
1. High standard of personal and professional ethics, integrity and values;
2. Training, experience and ability at making and overseeing policy in business, government and/or education sectors;
3. Experience serving as a director or in a similar capacity with public companies or other business entities or non-profit organizations.
4. Ability to serve as an independent director of the Company
5. Training, ability and experience in financial, auditing and accounting matters, including ability to qualify as a financial expert or be deemed financially literate pursuant to applicable laws, regulations and listing requirements.
6. Willingness and ability to keep an open mind when considering matters affecting interests of the Company and its constituents;
7. Willingness and ability to devote the required time and effort to effectively fulfill the duties and responsibilities related to Board and committee membership;
8. Willingness and ability to serve on the Board for multiple terms, if nominated and elected, which will enable the development of a deeper understanding of the Company's business affairs;
9. Willingness not to engage in activities or interests that may create a conflict of interest with a director's responsibilities and duties to the Company and its constituents; and
10. Willingness to act in the best interests of the Company and its constituents, and objectively assess Board, committee and management performances.
Board Composition Selection Criteria
The Board believes that its effectiveness depends on the overall mix of the skills and characteristics of its directors. Accordingly, the following factors, among others, relating to overall Board composition should be considered when determining Board needs and evaluating director candidates to fill such needs:
2. Diversity (e.g., age, geography, professional, other);
3. Professional experience;
4. Industry knowledge (e.g., relevant industry or trade association participation);
5. Skills and expertise (e.g., accounting or financial);
6. Leadership qualities;
7. Public company board and committee experience;
8. Non-business-related activities and experience (e.g., academic, civic, public interest);
9. Board continuity (including succession planning);
10. Board size;
11. Number and type of committees, and committee sizes; and
12. Legal and other applicable requirements and recommendations, and other corporate governance-related guidance regarding board and committee composition.
Potential director candidates should be referred to the Chairperson of the Committee for consideration by the Committee and possible recommendation to the Board, if deemed appropriate. The Committee may maintain a list of director candidates to consider and propose to the Board, as required. If necessary or desirable in the opinion of the Committee, the Committee will determine appropriate means for seeking additional director candidates, including engagement of any outside consultant to assist the Committee in the identification of director candidates. The Committee will consider candidates recommended by shareholders. Shareholders wishing to suggest director candidates should submit their suggestions in writing to the Chairperson of the Committee, c/o the Secretary, providing the candidate's name, biographical data and other relevant information.
The Committee will decide on the appropriate means for the review and approval of individual director candidates, including current directors, and the recommendation of director candidates to the Board. In the event of a vacancy on the Board, the Chairperson of the Committee will initiate the effort to identify appropriate director candidates unless the vacancy is eliminated by action of the Board or shareholders.